EXHIBIT 10.15

                     IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

May  19,  2004

Continental  Stock  Transfer  &  Trust  Company
17  Battery  Place  -  8th  Floor
New  York,  NY  10004

Attention:     Roger  Bernhammer

     RE:     NS8  CORPORATION

Ladies  and  Gentlemen:

     Reference  is  made  to  that  certain  Securities  Purchase Agreement (the
"Securities  Purchase  Agreement"),  dated  the  date hereof, by and between NS8
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Corporation, a Delaware corporation (the "Company"), and the Buyers set forth on
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Schedule  I  attached  thereto (collectively the "Buyer"), pursuant to which the
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Company  shall sell to the Buyer up to One Million Five Hundred Thousand Dollars
($1,500,000)  of  the  Company's  secured convertible debentures, which shall be
convertible  into  shares  of  the  Company's common stock, par value $.0001 per
share  (the  "Common  Stock").  The  shares  of  Common  Stock  to  be converted
              -------------
thereunder  plus  interest  which  may  be  converted  into Common Stock and any
Liquidated  Damages,  which  may  be  converted into Common Stock thereunder are
referred  to  herein as the "Conversion Shares."  This letter shall serve as our
                             -----------------
irrevocable  authorization  and  direction  to  you  (provided  that you are the
transfer  agent  of  the Company at such time) to issue the Conversion Shares in
shares of the Company's Common Stock, in the event the Buyer has elected to have
the  interest  of  the  Convertible  Debenture,  pursuant to Section 1.06 of the
Convertible  Debenture,  paid  in  Common  Stock (the "Interest Shares"), or the
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Buyer  has elected to have Liquidated Damages (the "Liquidated Damages Shares"),
                                                    -------------------------
pursuant to Section 2(c) of the Investor Registration Rights Agreement dated the
date  hereof paid in Common Stock. to the Buyer from time to time upon surrender
to  you of a properly completed and duly executed Conversion Notice, in the form
attached  hereto  as  Exhibit  I,  delivered  on  behalf of the Company by David
                      ----------
Gonzalez,  Esq.

Specifically, upon receipt by the Company or David Gonzalez, Esq. of a copy of a
Conversion Notice, David Gonzalez, Esq., on behalf of the Company, shall as soon
as  practicable,  but  in  no  event  later than one (1) Trading Day (as defined
below)  after  receipt  of  such  Conversion  Notice,  send,  via  facsimile,  a
Conversion  Notice,  which shall constitute an irrevocable instruction to you to
process  such  Conversion  Notice  in  accordance  with  the  terms  of  these
instructions.  Upon  your  receipt  of a copy of the executed Conversion Notice,
you  shall use your best efforts to, within three (3) Trading Days following the


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date  of  receipt  of the Conversion Notice, (A) issue and surrender to a common
carrier  for  overnight  delivery  to the address as specified in the Conversion
Notice,  a certificate, registered in the name of the Buyer or its designee, for
the number of shares of Common Stock to which the Buyer shall be entitled as set
forth  in  the  Conversion  Notice  or (B) provided you are participating in The
Depository  Trust  Company  ("DTC")  Fast Automated Securities Transfer Program,
                              ---
upon  the request of the Buyer, credit such aggregate number of shares of Common
Stock  to  which  the  Buyer  shall be entitled to the Buyer's or its designee's
balance  account  with  DTC through its Deposit Withdrawal At Custodian ("DWAC")
                                                                          ----
system  provided  the  Buyer  causes  its  bank  or  broker to initiate the DWAC
transaction.  ("Trading  Day"  shall  mean any day on which the Nasdaq Market is
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open  for  customary  trading.)

The  Company hereby confirms to you and the Buyer that certificates representing
the Conversion Shares, the Interest Shares, and/or the Liquidated Damages Shares
shall  not bear any legend restricting transfer of the Conversion Shares thereby
and  should not be subject to any stop-transfer restrictions and shall otherwise
be freely transferable on the books and records of the Company provided that the
Company counsel delivers (i) the Notice of Effectiveness set forth in Exhibit II
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attached  hereto and (ii) an opinion of counsel in the form set forth in Exhibit
                                                                         -------
III  attached  hereto,  and  that if the Conversion Shares, the Interest Shares,
---
and/or  the  Liquidated  Damages  Shares  are  not registered for sale under the
Securities  Act  of  1933,  as amended, then the certificates for the Conversion
Shares  shall  bear  the  following  legend:

"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND MAY NOT BE OFFERED FOR
SALE,  SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE  TO  THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT."

     The  Company hereby confirms and Continental Stock Transfer & Trust Company
("Continental  Stock  Transfer")  acknowledges  that in the event Counsel to the
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Company does not issue an opinion of counsel as required to issue the Conversion
Shares free of legend the Company authorizes and Continental Stock Transfer will
accept  an  opinion  of  Counsel  from  Butler  Gonzalez  LLP.

The Company hereby confirms to you and the Buyer that no instructions other than
as  contemplated  herein will be given to you by the Company with respect to the
Conversion  Shares.  The  Company  hereby  agrees  that  it  shall  not  replace
Continental  Stock  Transfer  as  the Company's transfer agent without the prior
written  consent  of  the  Buyer.

Any  attempt by you to resign as transfer agent hereunder shall not be effective
until  such  time  as the Company provides to you written notice that a suitable


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replacement  has  agreed to serve as transfer agent and to be bound by the terms
and  conditions  of  these  Irrevocable  Transfer  Agent  Instructions.

The  Company  and Continental Stock Transfer hereby acknowledge and confirm that
complying  with  the  terms  of  this  Agreement does not and shall not prohibit
Continental  Stock  Transfer  from  satisfying  any  and  all  fiduciary
responsibilities  and  duties  it  may  owe  to  the  Company.

The Company and Continental Stock Transfer acknowledge that the Buyer is relying
on  the  representations and covenants made by the Company and Continental Stock
Transfer  hereunder  and  are  a  material  inducement  to  the Buyer purchasing
convertible debentures under the Securities Purchase Agreement.  The Company and
Continental Stock Transfer further acknowledge that without such representations
and  covenants of the Company and Continental Stock Transfer made hereunder, the
Buyer  would  not  enter  into  the  Securities  Purchase Agreement and purchase
convertible  debentures  pursuant  thereto.

Each  party  hereto  specifically acknowledges and agrees that in the event of a
breach or threatened breach by a party hereto of any provision hereof, the Buyer
will  be  irreparably  damaged  and  that  damages at law would be an inadequate
remedy  if  these  Irrevocable Transfer Agent Instructions were not specifically
enforced.  Therefore,  in  the event of a breach or threatened breach by a party
hereto,  including,  without limitation, the attempted termination of the agency
relationship  created  by  this  instrument,  the  Buyer  shall  be entitled, in
addition  to  all  other  rights  or remedies, to an injunction restraining such
breach,  without being required to show any actual damage or to post any bond or
other security, and/or to a decree for specific performance of the provisions of
these  Irrevocable  Transfer  Agent  Instructions.



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     IN WITNESS WHEREOF, the parties have caused this letter agreement regarding
Irrevocable  Transfer Agent Instructions to be duly executed and delivered as of
the  date  first  written  above.

                                      COMPANY:

                                      NS8  CORPORATION

                                      By:  /s/  Peter  Hogendoorn
                                           ----------------------
                                      Name:     Peter  Hogendoorn
                                      Title:  CEO


                                      /s/  David  Gonzalez
                                      --------------------
                                      David  Gonzalez,  Esq.






                                      CONTINENTAL STOCK TRANSFER & TRUST COMPANY



                                      By:  /s/  Roger  Bernhammer
                                           ----------------------

                                      Name:  Roger  Bernhammer
                                             -----------------

                                      Title:  Vice  President
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